UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
OR
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                 TO
Commission File Number 0-23553
IMCOR PHARMACEUTICAL CO.
(Exact name of small business issuer as specified in its charter)
NEVADA		62-1742885
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
6175 Lusk Boulevard San Diego, CA 92121
(Address of principal executive offices) (Zip Code)
858/410-5601
(Issuer’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x    No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 80,065,300 shares of common stock, $0.001 par value per share, issued and outstanding at October 20, 2004.

Transitional Small Business Disclosure Format (check one):

Yes o      No x

Explanatory Note

This Amendment No. 2 on Form 10-QSB/A amends Item 6 and the Exhibit Index of the Quarterly Report of IMCOR Pharmaceutical Co. for the fiscal quarter ended September 30, 2004 (the “Quarterly Report”) filed with the Securities and Exchange Commission on November 15, 2004, as amended by Amendment No. 1 to the Quarterly Report on Form 10-QSB/A filed on December 27, 2004 (“Amendment No. 1”). The purpose of this amendment is: (1) to amend the Exhibit List to provide that certain information was omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24B-2 of the Securities Exchange Act of 1934, as amended; and (2) to add the amended exhibits reflected herein.

In addition, in connection with the filing of this Amendment No. 2 and pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, we are including with this Amendment No. 2 certain currently dated certifications. Except as described above and set forth herein, no other amendments are being made to the Quarterly Report or Amendment No. 1. This Form 10-QSB/A does not reflect events occurring after the November 15, 2004 filing of our Quarterly Report or modify or update the disclosure contained in the Quarterly Report or Amendment No. 1 in any way other than as required to reflect the amendments discussed above and reflected herein.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits.

The following is a list of exhibits filed as part of this Form 10-QSB/A. Exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parenthesis.

EXHIBIT NO.	DESCRIPTION
+3.1	Restated Articles of Incorporation of IMCOR Pharmaceutical Co., as amended, including Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 8, 2004 and incorporated herein by reference.)
+3.2	Amended and Restated Bylaws of IMCOR Pharmaceutical Co. (Filed as Exhibit C to the Company’s Information Statement on Form DEF 14C dated December 23, 2002 and incorporated herein by reference.)
*10.1	License Agreement originally dated as of September 23, 1997 amended and restated in its entirety as of February 22, 2002 by and between Alliance Pharmaceutical Corp. and Schering Aktiengesellschaft. (Certain information in this exhibit was omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24B-2 of the Securities Exchange Act of 1934, as amended.)
*10.2	Settlement and Worldwide License Agreement dated as of January 31, 2001 by and among Bracco International B.V., Schering Aktiengesellschaft, and Alliance Pharmaceutical Corp. (Certain information in this exhibit was omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24B-2 of the Securities Exchange Act of 1934, as amended.)
*31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

+ Incorporated by Reference.

* Filed herewith.

(b)Reports on Form 8-K.

We filed the following reports on Form 8-K during the three-month period ending September 30, 2004:

On September 16, 2004 we filed a Form 8-K reporting that we expected to exhaust our capital by October 31, 2004.

On September 27, 2004 we filed a Form 8-K reporting that our Chief Financial Officer was leaving IMCOR.

Signatures

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 21, 2005
	IMCOR Pharmaceutical Co.
	By:	/s/ Jack DeFranco
		Jack DeFranco
		Chief Operating Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
+3.1	Restated Articles of Incorporation of IMCOR Pharmaceutical Co., as amended, including Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock. (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 8, 2004 and incorporated herein by reference.)
+3.2	Amended and Restated Bylaws of IMCOR Pharmaceutical Co. (Filed as Exhibit C to the Company’s Information Statement on Form DEF 14C dated December 23, 2002 and incorporated herein by reference.)
*10.1	License Agreement originally dated as of September 23, 1997 amended and restated in its entirety as of February 22, 2002 by and between Alliance Pharmaceutical Corp. and Schering Aktiengesellschaft. (Certain information in this exhibit was omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24B-2 of the Securities Exchange Act of 1934, as amended.)
*10.2	Settlement and Worldwide License Agreement dated as of January 31, 2001 by and among Bracco International B.V., Schering Aktiengesellschaft, and Alliance Pharmaceutical Corp. (Certain information in this exhibit was omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24B-2 of the Securities Exchange Act of 1934, as amended.)
*31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

+ Incorporated by Reference.

* Filed herewith.